Assignment of limited partnership interests

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Assignment of limited partnership interests. _________ corporation, a _________[state] corporation with offices in _________, in consideration of $1, quitclaims and releases to _________, as trustee, all its right, title and interest in and to or pertaining to: 1. All the outstanding capital stock of _________ Properties, Inc., a _________[state] corporation. 2. All the limited partnership interests in _________ Square, Ltd., a _________[state] limited partnership. 3. All other rights and interests which it may have pertaining to the above corporation, the limited partnership and the apartment building and underlying land owned by the limited partnership. To effectuate the above quitclaim and release, there has been delivered to _________, as trustee, the following: (a). Executed stock power dated _________, 19__, covering _________ shares of the capital stock of _________ Properties, Inc. (b). Amendment of certificate of limited partnership dated _________, 19__, executed by _________ as general partner, _________ as limited partner and _________ Properties, Inc. by _________, president and as general partner. (c). Undated resignation of _________ as general partner of _________ Square, Ltd. (d). Assignment dated _________, 19__, executed by _________ as assignor and _________ corporation by _________ as assignee, relating to the limited partnership interests of _________ Square, Ltd. (e). Undated resignation of _________ as officer and director of _________ Properties, Inc. Nothing to the contrary stated in these documents shall be deemed to reflect any other type of transaction other than the documents were executed for the purpose of further securing assignor as to the indebtedness owing to it by _________ associates construction company. It is the intention of this document, however, that assignor releases and quitclaims to _________, as trustee, whatever rights it may have under these documents.

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